NEW YORK, May 7, 2012 //- William A. Ackman of Pershing Square Capital Management, L.P. (“Pershing Square”) today issued the following statement regarding the Ontario Teachers’ Pension Plan’s vote to support all seven Nominees for Management Change and to withhold votes from CP’s entire slate of incumbent directors at Canadian Pacific Railway Limited’s (“Canadian Pacific”) (TSX: CP; NYSE: CP) upcoming annual general meeting of shareholders to be held on May 17th.
“We are honoured by Ontario Teachers’ strong expression of support – they voted for all seven Nominees for Management Change, and voted withhold against all fifteen incumbents. This vote, from one of Canada’s most important institutions, sends the strongest possible signal that the past has been unacceptable, and that the future must be different. A loud and clear message from shareholders will enable the reconstituted board to put the past behind it, have a fresh start, and work most efficiently and effectively toward our shared goal.”
Reporting on the analysis underlying its vote, Ontario Teachers published today:
“We have carefully reviewed the arguments of CP and Pershing Square, considering CP’s historical performance and future opportunities within the context of the best interests of CP and our Plan members going forward. We note CP’s performance has been below its peers during Mr. Green’s tenure as CEO and are not convinced that the most recent results provide irrefutable evidence that CP is performing better than its peers.
CP has failed to persuade us that Mr. Harrison would be a liability for CP. We believe that CP’s multi-year plan (MYP) is similar to those previously executed by Mr. Harrison and that a change in management would not imperil the success of executing the MYP. Therefore, in view of CP’s relative historical underperformance, the proven success of Mr. Harrison executing similar MYPs and the absence of compelling evidence that his appointment is harmful to CP, we believe there is more risk in maintaining the status quo and support change at CP.”
If you have not already done so, please vote the BLUE proxy or voting instruction form today. A vote FOR all seven of the Nominees for Management Change, and WITHHOLD against all 15 incumbent directors, will have the greatest impact. As the meeting is quickly approaching, we encourage you to vote your shares by Internet or by telephone, by following the instructions set out in the BLUE proxy or voting instruction form. Shareholders are reminded that they may still submit a BLUE proxy or voting instruction form even if they have previously submitted a white form. A properly completed BLUE form of proxy or voting instruction form will override and supersede any earlier form of proxy or voting instruction submitted by you in respect of the meeting.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of Pershing Square and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Pershing Square does not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law. Please refer to Pershing Square’s proxy circular dated April 4, 2012, which is available at https://cprising.com, for further information regarding the risks of these statements.
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To keep current with all further developments and for information about how to vote your shares and to obtain a copy of Pershing Square’s proxy circular and other shareholder communications, please continue to visit https://cprising.com. If you are a shareholder and have not already done so, please vote your BLUE proxy or voting instruction form FOR all seven Nominees for Management Change, and WITHHOLD from all 15 incumbent directors or vote for up to nine incumbent management nominees. If you have any questions, need assistance in voting your BLUE proxy or voting instruction form or need a BLUE proxy or voting instruction form, please call Pershing Square’s proxy solicitor in Canada, Kingsdale Shareholder Services Inc., at 1-866-851-3214 toll-free in North America, or at 1-416-867-2272 outside of North America (collect calls accepted), or Pershing Square’s proxy solicitor in the United States, D.F. King & Co., Inc., at 1-800-659-5550 toll-free in North America, or at 1-212-269-5550 outside of North America (collect calls accepted). We also invite you to share your comments by going to the comment section of the CPRising website.